This excerpt taken from the MCRL DEF 14A filed Apr 19, 2006.


                    (a)          Stock shall be offered for purchase under the Plan through a series of successive purchase periods until such time as (i) the maximum number of shares of Stock available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been sooner terminated in accordance with Article X or Article XI. Each purchase period shall be three months in duration. The initial purchase period will begin on the Effective Date and subsequent purchase periods will commence on the first day of each succeeding Quarter.

                    (b)          The Participant shall be granted a separate purchase right for each purchase period in which he/she participates. The purchase right shall be granted on the first day of the purchase period and shall be automatically exercised in successive quarterly installments on the last day of each Quarter such purchase right remains outstanding. Notwithstanding the foregoing, with regard to a Newly Hired Employee, the purchase right shall be granted on the first day such Newly Hired Employee is eligible to participate in the Plan in accordance with Article V.

                    (c)          The acquisition of Stock through participation in the Plan for any purchase period shall neither limit nor require the acquisition of Stock by the Participant in any subsequent purchase period.

                    (d)          Under no circumstances shall any purchase rights granted under the Plan be exercised, nor shall any shares of Stock be issued hereunder, until such time as (i) the Plan shall have been approved by the Company’s shareholders and (ii) the Company shall have complied with all applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), all applicable listing requirements of any securities exchange on which the Stock is listed and all other applicable requirements established by law or regulation.

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